INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2012

Sep 6, 2012

	Form 604
	Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
To Company Name/Scheme	Ingenia Communities Group Ltd (comprising Ingenia Communities Holdings Ltd, Ingenia Communities management Trust and Ingenia Communities Fund)
ACN/ARSN	154 444 925 / 122 928 410 / 107 459 576
1. Details of substantial holder (1)
Name	Allan Gray Australia Pty Ltd (Allan Gray Australia - formerly known as Orbis Investment Management (Australia) Pty Ltd) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
ACN/ARSN (if applicable)	112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on	5 Sep 2012
The previous notice was given to the company on	12 Dec 2008
The previous notice was dated	12 Dec 2008
2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now r scheme, are as follows:

-------- Class of securities (4)	Previous notice		Present notice ______
	Person's votes	Voting power (5)	___ Person's votes .	Voting power (5)
Ordinary shares	66.066.174	14.98%	60.948.308	13.82%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed -------	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure A, Tables 2 and 3	----

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6) ____	Class and number of securities	--- Person's votes
____ Tables 2 and 4 See Annexure A.		----

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

______ Name and ACN/ARSN t applicable) ш ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Nature of association
Coo and 2 Annexure A Tables voc

6. Addresses

The addresses of persons named in this form are as follows:

Name		Address
The Group		C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000
Signature
print name	Simon Marais	Director
sign here	٠ 81 larans	7 September 2012 date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related $(1)$ corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(7)$ was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604

Print name	_________ Simon Marais	Director
Sign here	samu $\mathscr{I}$ r $\cdots$	Date 7 Sep 2012

Table 1 - Related bodies corporate

The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate. The Mansfield Street Properties Ltd
Orbis Investment Management (BVI) Limited (OBIVL) Orbis Holdings Limited Orbis World Limited Orbis Investment Management (bvr) Lin
Orbis Investment Advisory Pty Limited
Allan Gray (Holdings) Pty Limited
Allan Gray Australia Pty Limited
Orbis Client Services (Canada) Limited Orbis Investment Management Limited (OIML)
Orbis Asset Management Limited (OAML) Orbis Administration Limited
Orbis Administration Limited
Orbis Investment Research Limited Orbis Investment Advisory (Hong Kong) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Investment Manager	Ref. Code	Registered Holder	Persons entitled to be registered holder
1	Allan Gray Australia Equity Fund (formerly Orbis/SM Australia Equity Fund)	Allan Gray Australia (AGA)	SMEF	Citibank N.A (Citi) as nominee of Smef	Citi as nominee of SMEF
2	Warakim Endeavour Fund	AGA	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Orbis Global Equity Fund (Aust. Registered)	OIML	GAPL	Citi (HK) as nominee of GAPL	Citi (HK) as nominee of GAPL
4	Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup Pty Ltd as nominee of OGEF	Citigroup Pty Ltd as nominee of OGEF
5	Orbis Optimal SA Fund Limited	OIML	OSAP	Citigroup Pty Ltd as nominee of OSAP	Citigroup Pty Ltd as nominee of OSAP
6	Orbis SICAV - Global Equity Fund	OIML	SGPL	Citigroup Pty Ltd as nominee of SGPL	Citigroup Pty Ltd as nominee of SGPL
7	Orbis Optimal Global Fund LP	OAML	OOLP	Citigroup Pty Ltd as nominee of OOLP	Citigroup Pty Ltd as nominee of OOLP
8	Orbis Asia ex-Japan Fund	OBVIL	XJPL	Citigroup Pty Ltd as nominee of XJPL	Citigroup Pty Ltd as nominee of XJPL
9	Intech Australian Shares High Alpha Trust	AGA	SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA
10	Construction and Building Unions Superannuation Fund	AGA	SMCB	National Nominees (NAB Custodian Services) as nominee for SMCB	NAB Custodian Services as nominee for SMCB
11	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
12	Hostplus Superannuation Fund	AGA	SMHP	JP Morgan as nominee of SMAU	JP Morgan Nominees Australia Ltd as nominee of SMAU
13	Russell Australian Opportunities Fund	AGA	SMRI	SSAL as nominee of SMRI	SSAL as nominee of SMRI
$\overline{14}$	Orbis International Equity LP	OAML	IELP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
15	Catholic Superannuation Fund	AGA	SMCS	NAB Custodian Services	NAB Custodian Services
16	Orbis US Equity Fund LP	OAML	USLP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
17	Qantas Superannuation Plan	AGA	SMQS	JP Morgan Nominees Australia Ltd as nominee of SMQS	JP Morgan Nominees Australia Ltd as nominee of SMQS
$\overline{18}$	Maritime Super	AGA	SMMS	NAB Custodian Services as nominee for SMMS	NAB Custodian Services as nominee for SMMS
19	Warakini Australian Equities Pensions and Charities Fund	AGA	SMWA	ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
20	Non-Government Schools Superannuation Fund	AGA	SMNG	SSAL as nominee for SMNG	SSAL as nominees for SMNG
$\overline{21}$	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity Fund)	AGA	SMSF	Citi as nominee for SMSF	Citi as nominee for SMSF
$\overline{22}$	REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMNG.	SSAL as nominees for SMRT.

Trade Date	Reference Code	Action	No of security	Consideration
13 Mar 09	SMCS	Buy	5,883,622	\$105,905
9 Apr 09	SMAU (Australian Super)	Termination of association	$-3,150,612$	-\$211,091
01 Sep 09	SMHT	Buy	6,073,831	\$589,162
24 Sep 10	SMNG	Buy	6,051,781	\$423,625
31 Aug to 05 Sep 12	SMCB	Sell	$-381,997$	$-$93,553$
03 Sep to 05 Sep 12	SMCS	Sell	$-180,017$	$-$44,061$
13 Mar to 05 Sep 12	SMEF	Sell	-12,396,822	$-$642,533$
31 Aug to 05 Sep 12	SMHP	Sell	$-253,541$	-\$62,093
31 Aug to 05 Sep 12	SMHT	Sell	$-309,129$	$-$75,707$
04 Sep 12	SMIA	Sell	$-51,536$	$-$ \$12,626
31 Aug to 05 Sep 12	SMNG	Sell	$-269,787$	-\$66,072
01 Sep to 05 Sep 12	SMWK	Sell	$-6,133,659$	-\$603,807
	Total		$-5,117,866$	-\$692,853

$\frac{1}{2}$

Table 3 - Change in relevant interest

All trades on market unless otherwise indicated

Table 4 - Present relevant interest

Reference Code	Total no of securities
SMCB	15,224,014
SMCS	5,703,605
SMEF	17,570,794
SMHP	2,819,756
SMHT	9,774,737
SMIA	4,021,063
SMNG	5,781,994
SMWK	52,345
Total	60,948,308